Bitter Sweet Feelings
by RulerofFire
Summary: All it takes is one night of torture before 'intriguing' becomes downright deadly.


**Author's Notes - **I really like the pairing between Breakdown and Airachnid. But when I see them, I don't see a happy ending story where they 'love each other unconditionally' or something like that. I see Airachnid using Breakdown's interest in her to toy with him, both physically and mentally. This spider femme is a huntress and a manipulator, not a lovelorn femme seeking unconditional love. That's just the way I perceive her.

This is my first 'M' rated story. It doesn't contain strong sexual content, just a bit of mental and physical torture, along with bits of traumatic experiences thrown in. If anyone is uncomfortable with dark themed stories, then I would advise you go find a story where these two go and live happily ever after. If you do wish to continue reading, then enjoy! And don't forget to leave a review and tell me how I did! Thank you!

**Disclaimer - **Oh the possibilities if I owned the Transformers franchise...

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><p>Darkness.<p>

That was all Breakdown saw when he came online. Nothing but darkness. Or maybe he was still in recharge?

He shook his head, trying to clear his muddled processor. The last thing he remembered was walking down the narrow halls of the Nemesis going towards the medical bay. Knockout had summoned him for some menial task and he should have been there by now. Instead, he was in an unknown location, in total darkness, with no idea how he got there.

Moving to sit up, he found that his body wouldn't move. _Couldn't _move for that matter. From what he could feel, there was something holding his wrists close to his sides, and his legs were bound together by his ankles. His abdomen was even restrained by the bindings. But something felt different. Looking down, even through the darkness, he could see that the armor normally covering his entire front was gone. His entire chassis was stripped down to the pliable metal underneath, leaving him exposed and extremely vulnerable.

Breakdown felt fear slowly creep into his processor. The last time he had been pinned to a berth with no idea where he was or how he got there, he was nearly dissected alive. And he had witnessed his own optic being torn out of its socket. Shaking his helm again, he tried erasing the images from his processor. Seeing a drill come within inches of his face and then nothing, was not something he wanted to relive anytime soon.

Whether it was fear, or anger at being caught in almost the exact same situation _again_, Breakdown began to struggle against the restraints. They felt different from the metal restraints used by the humans. It felt...stretchy. Almost web like...

Webs.

Spider webs.

Realization hit him like a punch from Bulkhead. With his optic finally adjusted enough to see in the dark, he looked down at the restraints binding him to the berth and immediately felt his intakes stop working for a moment. His wrists, ankles, and abdomen were all tied to the berth by spider webs. And the only one currently living on the Nemesis possessing the ability to produce these webs was...

"Airachnid."

A soft chuckle echoed throughout the room at the mention of the name. Light tapping along the walls somewhere to his left told Breakdown that the femme may have been in the room the entire time, probably perched on the ceiling, just waiting for him to put the pieces together. The distinct sound her heels hitting the floor and moving to a spot somewhere behind him was a bit unnerving. Her reputation for collecting severed heads did not go unnoticed by anyone on the Nemesis, and Breakdown was no exception.

"Breakdown, you're finally awake. It took you long enough. I was starting to wonder if I injected a little too much poison into your systems."

Tilting his head as far back as it would go, he could just barely make out her figure leaning against a wall in the dark.

"Wh-what? You poisoned me? How? And _why_?"

"Here, let me shed a little light on your situation."

Breakdown saw her hand reach out to press a button before a bright light turned on right above him and he was momentarily blinded. Blinking his optic to get used to the light, he finally recognized where he had been taken; Airachnid's quarters. Almost every square inch of wall was covered in webbing, including the floor. Near the back of the room was also her collection of various species' heads, some mounting the wall while others adorned pedestals. If that didn't freak Breakdown out, the sight of a few Decepticon drone heads littering a nearby table did.

"Th-those...those are-"

"Those are drones that happened to catch me on a bad day." Airachnid walked into his good optic's peripheral and smirked down at him, "Now, to answer your questions. Yes, I did poison you. How?" She leaned forward and bared her dentals, showing off sharp fangs, "I gave you a little _love bite_ on your neck. As for why I did it, well, rumor around the ship is that you think I'm _intriguing_. So I thought I'd look into it."

Breakdown felt his frame heating up. She knew about that? He had only mentioned it to one drone! He had no idea rumors spread that quickly through the drone ranks. Opening his mouth to deny the rumor, he was stopped by a long, slender, razor sharp leg pressing itself up against his mouth.

"No need to deny it. I happen to find you quite _intriguing _as well." She removed her leg and used the extra limbs to climb onto the berth, making herself comfortable while straddling his lap. She felt him squirm beneath her for a few moments before settling down and reluctantly relaxing. Airachnid smiled to herself. Whatever ideas Breakdown had on his mind were nothing compared to what she had in store for him.

"Uh, can I ask why you removed my frontal armor?"

Airachnid responded by leaning forward and running her sharp talons down his unguarded abdomen gently, eliciting a throaty moan from the warrior. She continued running her servos up and down his frame, somewhat impressed by how quickly he succumbed to her ministrations.

'This is going to be too easy.'

Digging her fingers into the seams along his midsection, she drank up the sight of his body arching into her touch, desperately wanting more. And more is what she was about to give him.

Removing her teasing fingers and sliding her entire body over his sensitive metal, she met his optic and gently rubbed her forehead against his.

"Do you mind if I do a little experiment? It'll only take a few minutes."

Breakdown's love struck expression almost instantly morphed into uncertainty at the request, "What kind of experiment?"

Sitting up, Airachnid moved her right spider limb into view and pointed its razor sharp end directly at Breakdown. She felt him immediately tense up beneath her.

"I want to see how much pain you can take before you really _break down_."

Without waiting for a response, Airachnid thrust the limb forward before stopping just short of Breakdown's good optic. An energon curdling scream filled her audios and she smiled wickedly down at the terrified mech before her. His optic was closed and he was hyperventilating heavily. She used her limb to lift his chin up and bring his face closer to hers.

"What's wrong, Muscles? Afraid of losing your _other_ optic too?"

Breakdown tried calming down before looking at her again. He wasn't so much afraid of losing his optic, more than he was of any sharp object coming near the only functioning optic he had left. After running some tests, Knockout had diagnosed him with aichmophobia. In other words, he had a definite fear of sharp objects, specifically near his optic.

Airachnid's segmented optics were alight with wicked curiosity as she leaned forward and stole a kiss from Breakdown. He tried pulling away, not wanting to be a part of her 'little experiment' any longer, but another limb placed behind his head made it impossible to escape from her lips embrace. Whether he liked it or not, he was at Airachnid's 'tender' mercies.

His optic started to dim as he fell into the kiss. He was still too afraid of closing his optic, but her lips were doing wonders to him. Prying his mouth open with her glossa, she slipped it inside, exploring as much as she could before continuing with her experiments.

Breaking the kiss, she leaned forward more to whispered in his audio, "I should turn off your pain receptors. But where would the fun be in that?"

Memories from that fateful night when the humans captured him flashed across his processor, images of the human's leader smirking down at him while saying he wasn't going to live past the night, the scientists tearing away at his armor, that drill coming dangerously close to his right optic...

A searing pain coming from both sides of his abdomen drew him out of his nightmares. His fists gripped the sides of the berth and he grit his dentals to stop from screaming out loud. He managed to lift his head enough to look down at the two extra limbs stabbing into his sides, a blue pool of his own energon already starting to form around his side and drip onto the floor.

He _did_ scream however, when the extra limbs were none-to-gently ripped from his sides, spilling energon everywhere, and leaving long gashes all along the sides of the sensitive silver metal.

Letting her legs hover above Breakdown, Airachnid watched his energon drip from her razor talons and land on his chassis. She hated to admit it, but Breakdown was actually a good looking mech. She would have liked to see him with both optics intact, but there was a certain charm in the optic patch. It gave him a warriors appearance, making him look less like a rebel youth, and more like a hardened soldier.

Folding her legs behind her back, Airachnid leaned forward again and started lapping up the energon on his chassis with her glossa, running it in any direction where there was energon. She felt Breakdown arch his back and moan every time her glossa made contact with the sensitive metal. Whether the moaning was from her actions or the wounds on his side, she didn't know, nor did she care. She just wanted to hear it again.

When Breakdown felt her lips placing soft kisses down his abdomen, he almost lost all control over himself. His body was telling him to open his spark chamber and let her do as she pleased, but his more rational side kept telling him to keep it shut, lest she wanted to kill him and add his head to her growing collection. He shivered at the thought of his helm adorning the wall like some game trophy.

Airachnid felt his tremble and stopped her ministrations. As much as her own body wanted to continue, she knew that it was almost time for the grand finale.

"The experiment is almost over Muscles. Disappointed?"

"What exactly...do you...want from me?"

"I want to _break you down_, so to speak," Again, memories of the human's leader saying those exact words flooded into his processor, "I want to see how strong of a mech you really are. Once I know how much pain you can take, I'll let you go. But until then..."

Airachnid mimicked her earlier actions of running her claws up and down his bare midsection, but instead of gentle strokes, she raked her nails hard against the vulnerable metal, leaving long, thin markings along his entire chassis. She saw him clenching his jaws, trying to hold back a pained cry, but another series of scratches along his shoulders finally brought out a yelp from his vocalizer.

Breakdown didn't know how much more of this he could take. It was bad enough that Airachnid was currently torturing him, both physically and mentally, but every time she kissed him, or did something equally as sensual, his body felt like it was going to shut down. He needed to release this pent up energy, either from an overload, or an involuntary stasis lock, he didn't care. He just needed to do it fast.

"I'm glad you don't break that easily, Breakdown. Makes it all the more fun for me to toy with you."

Breakdown snapped his head up, ignoring the pain in his shoulders and his spark, "Toy with me? Is this all a game to you? You can't have Arcee, so I'm the next best thing?"

Breakdown didn't realize his mistake until after one of Airachnid's deadly legs pressed itself up against his throat. Her wickedly playful optics narrowed into slits, and the flirty undertone she usually spoke with dissipated into one of malice.

"I'm waiting for the right time to strike. I'm waiting for Arcee to let her guard down long enough for me to hit her where it huts the most; her human friend Jack. Until then, no, you are NOT the next best thing. You are an experiment to me. Intriguing as you may find me, I'm not looking to make friends here, or start relationships. As soon as I get what I want, I'm leaving the Nemesis, and this filthy planet behind forever."

She pulled her appendage away from his throat a little too roughly, clipping a thick cable in the process and generating a steady stream of fresh energon from his neck. Breakdown either didn't notice, or seem to care as he watched her in a stunned silence. He knew he had crossed the line as soon as he mentioned the Autobot's name. Now he was sure he wasn't going to live to see tomorrow.

"It's time to put an end to this experiment once and for all."

Breakdown could see a green substance starting to drip out of Airachnid's mouth. When a tiny drop landed on his chassis, his vision turned white hot as pain flooded through his systems. It wasn't the same venom she had used to knock him out earlier. This was pure acid.

She let out a hiss and sank her acidic fangs into one of the many scratches on his abdomen. The cry of agonizing pain he let out only encouraged her to bite down harder on another wound. It was only a matter of time before the mech before her would be begging her to kill him, just to put him out of his misery.

Breakdown's optics had begun leaking lubricant, the pain getting to be too much for him to handle. The acid was burning away at the weakened metal so fast, he felt like he was being eaten alive by a Scraplet. What the humans had done to him was _nothing _compared to the torture he was going through now.

Another bite, this time Airachnid had sank her teeth into one of the gashes on his side, earning another tortured cry from her helpless prisoner. It wouldn't be long now until his systems shut down in stasis lock to try and preserve his remaining energon levels. That's when her experiment would be over.

Feeling the energon drain from his body every passing nanoclick, Breakdown needed to do something, and fast, if he wanted to live to fight the Autobots another day. When Airachnid sat back up to regenerate acid and find another spot on his body to bite down on, Breakdown made his move. With a burst of adrenaline, he ripped the webs binding his arms to the berth off, and in one fell swoop, tore the webbing off of his midsection and threw it to the side. Pushing a startled Airachnid off of him, he made to jump off the berth, but was stopped by the webs still binding his ankles.

Unfortunately for him, his adrenaline rush was wearing down fast, and the spider webs seemed to be getting stronger and more difficult to pull off. Seeing no other solution, he scooped up a small puddle of acid from the berth and dumped the contents over the binding on his ankles. He felt the acid burn through not only the webs, but his leg armor and his hands. His body felt raw and severely damaged, but it was through sheer willpower alone that he managed to push himself off the berth and make his way to the door.

Not even bothering to look back to see if she was following, Breakdown palmed the door open and ran as fast as his damaged legs would take him in the direction of the med bay. Knockout wasn't going to _believe _the Pit he just went through tonight.

As she watched her quarry escape down the hall to the safety of the med bay, Airachnid thought about giving chase, but decided against it in the end. She should be focusing more on separating Arcee and Jack from the rest of the Autobots, rather than worrying about the stories Breakdown would surely be telling to his doctor friend and the rest of the crew. Needless to say, tonight had been fun while it lasted.

"Do I intrigue you _now_, Muscles? Maybe now you'll think twice about falling for someone with a reputation as dangerous as mine."

Licking residue acid, venom, and energon off her lips, she paused outside her quarters, watching the med bay doors slide closed, and through the window, seeing a frantic Knockout attend to his injured assistant. Letting out a low chuckle, she palmed the door closed and plunged her quarters back into darkness.

_'Death so close that I can taste it!'_

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><p>While the ending isn't exactly what I had in mind, the rest of the story turned out better than what I had expected.<p>

I wanted to add the last line somewhere in the middle of the story, but I got so carried away that I forgot about it until the end. Oh well.

Anywho, I love favorites and alerts from you guys, but PLEASE leave a review! I really want to know how I did with this being my first 'M' rated story and all. Feedback is always appreciated!

**-RulerofFire**


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